Below, you will find our postgraduate terms of service general terms, and terms of supply for our postgraduate marketing services.
General terms of service
1. Definitions and interpretation
1.1. In these Terms of Service, the following expressions shall have the following meanings:
“Access Criteria” means the access criteria and any specific requirements as may be applicable for accessing and receiving the relevant Services as published by UCAS on its website, or otherwise made available and updated from time to time.
“Agreement” includes these Terms of Service and any order executed by the parties containing the details of particular Services to be provided to Customer by UCAS.
“Applicant” means a person who has submitted an Application.
“Applicant Data” means all data and information relating to an Applicant, including their Personal Data.
“Application” means any submission for one or more Courses, made by an Applicant, through UCAS to include the supporting information used to make the decision on their application.
“Confidential Information” means, in relation to a party, all information, whether technical or commercial, disclosed in writing, electronically, on disc, orally or by inspection of documents or pursuant to discussions between the parties and including information provided before the date of this Agreement, where the information either (a) is confidential in nature; (b) constitutes commercially sensitive information and/or trade secrets; (c) is identified as confidential at the time of disclosure; and/or (d) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
“Content” means information, data, articles, communications, applications, images and sounds, video, games, including any associated software, or any other material contained on or available through the Services which is either owned by UCAS and/or by a Customer or any third party.
“Course” means a postgraduate programme of study offered to Applicants by Customer.
“Course Data” means information about all Courses, including course title, mode of study, qualifications, entry requirements, campus and such other information relating to the Course.
“Course Management Service(s)” means the collection tool and course management functionality.
“Customer” means a Provider of postgraduate courses of study that meets the Access Criteria and is given access to the Services by UCAS.
“Data Standards” means the data standards, manual or guides or equivalent as from time to time published on the UCAS website.
“Financial Year” means UCAS’ financial year.
“FOIA” the Freedom of Information Act 2000 Freedom of Information (Scotland) Act 2002 together with any guidance and/or codes issued by the Information Commissioner or Scottish Information Commissioner or relevant regulator or government department in relation to such legislation.
“Input Material” means all Content and materials provided by or on behalf of Customer relating to the Services, including any trademarks, Course Data and Applicant Data.
“Intellectual Property Rights” means all patents, copyright and related rights, trademarks, trading, business and/or domain names, goodwill or actionable claims for passing off, designs, database rights, confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Services” means the postgraduate Services provided by UCAS to include, without limitation, products and services pursuant to these Terms of Service.
“Suspension” means the temporary or permanent block placed by UCAS on some or all of the Services Customer normally uses and “Suspend” shall be construed accordingly.
“Third Party Vendor” means any third party provider that is engaged by Customer to support Customer in order for Customer to receive the Services from UCAS.
“UCAS Group” means the Universities and Colleges Admissions Service and companies affiliated to it by ownership.
“UCAS Materials” means all documents, UCAS Software, products, services, data, text and images and any other materials or equipment supplied by or developed by UCAS in relation to the Services.
“UCAS Software” means software that UCAS owns or licenses from a third party and, in either case, licenses and/or otherwise makes available to Customer via, or as part of, or in connection with the Services.
“User” means an individual who is permitted by Customer to use the Services in accordance with these Terms of Service, including any Third Party Vendor.
1.2. References to any statutory or regulatory provision will (a) include any relevant Act of Parliament, subordinate legislation or other enforceable right and (b) be construed as references to that provision as may be amended, replaced, extended, consolidated or re-enacted from time to time.
1.3. Headings are for convenience only and shall not affect the construction or meaning of this Agreement.
2. Provision of Services
2.1. As UCAS is continuously enhancing and evolving its Services and adding new services, UCAS reserves the right to vary, update or replace these terms of service at any time to take immediate effect.
2.2. If Customer gives any Third Party Vendor access to receive or process any UCAS Service(s) on Customer’s behalf, UCAS Materials or UCAS Software, Customer agrees that Customer is responsible and liable for the actions, inactions and/or breaches of this Agreement by its Third Party Vendor and will ensure that such Third Party Vendor complies where required with UCAS’ Acceptable Usage Policy (AUP).
3. General service limitations
3.1. UCAS shall take commercially reasonable steps to make the Services available to Customer at all times. However, Customer acknowledges and agrees that no Service can be guaranteed to be a continuous fault-free service. Quality and availability of Services may sometimes be affected by matters that are beyond UCAS' control. The Customer acknowledges and accepts as reasonable that new Services, applications and technologies, introduced by UCAS may be subject to certain limitations or restrictions of which UCAS shall endeavour to notify Customer at the relevant time; UCAS Software and IT systems on which the Services rely may from time to time be upgraded, modified, or be subject to planned maintenance, or remedial work.
3.2. UCAS shall endeavour to keep temporary disruption or unavailability of Services to a minimum, particularly at peak periods of activity for a majority of Customers. UCAS shall give as much notice as reasonably practicable before commencing any planned maintenance resulting in disruption or interruption of Services.
4. Customer’s sole use and group company benefit
4.1. Customer shall treat passwords and User IDs in strictest confidence and shall notify UCAS, without delay, in the event that User IDs or passwords have been used to gain unauthorised access to the Services.
4.2. UCAS reserves the right to Suspend access of Customer pending investigation of and remedy of any single or repeated incidents of unauthorised access to the Services using a Customer’s past or current IDs and passwords.
4.3. Customer is responsible for the management of access of Users and Third Party Vendors to the Services. Customer agrees and undertakes responsibility for the registration and deregistration of User IDs and passwords and for the control of User access rights.
4.4 UCAS accepts no liability for the actions of any person gaining access to the Services and to Input Materials without authority.
4.5 Customer is liable for the acts of any person using Customer registration details to access the Services which result in:
4.5.1. any damage to UCAS systems or damage to, or loss of data, including but not limited to any attempt to knowingly post-transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software to UCAS systems; or
4.5.2. any use of the Services in violation of this Agreement.
4.6. Before any company affiliated by ownership to Customer may receive the benefit of Services under this Agreement, Customer must obtain the prior written consent of UCAS (which may be conditional upon the execution of any documents UCAS may deem appropriate).
4.7. Customer shall be liable for its affiliates’ acts, omissions or breaches of this Agreement.
5.1. Except as otherwise expressly stated in this Agreement, the parties shall keep confidential all Confidential Information communicated in confidence or obtained as a result of Customer’s relationship with UCAS.
5.2. Each party shall only use such Confidential Information for purposes set forth in this Agreement. This obligation of confidentiality shall survive termination of this Agreement and endure for a period of three years. However, disclosure is permitted in the following circumstances:
5.2.1. by UCAS disclosing any Confidential Information to any company within the UCAS Group
5.2.2. in response to any legal or regulatory requirement, such as a court order or order of a competent statutory authority, subject to the disclosing party providing the owner of the Confidential Information with as much prior notice of any such disclosure as is legally permissible
5.2.3. by UCAS to any debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider of any information relating to Customer’s performance in meeting its obligations under this Agreement
5.2.4 by UCAS as may be permitted by UCAS’ DPA notification to the Information Commissioner’s Office (ICO) or pursuant to the DPA or an investigation by the ICO.
6. Freedom of Information Act
6.1. The parties acknowledge and agree that they may each be subject to the requirements of the FOIA and shall reasonably assist and cooperate with each other to comply with their respective disclosure obligations. However, Customer acknowledges that UCAS’ obligations to disclose information under FOIA are limited by its status and designation and nothing in this Agreement shall compel UCAS to disclose any information that it would ordinarily be exempt from disclosing.
7. Intellectual property rights
7.1. As between Customer and UCAS, all intellectual property rights and all other rights in the UCAS Materials shall be owned by UCAS.
7.2. UCAS hereby grants to Customer a worldwide, royalty-free, non- exclusive, non-transferable licence to use the UCAS Materials for the duration of this Agreement only to the extent necessary to enable Customer to receive the benefit of the Services.
7.3. UCAS warrants that it has all necessary rights to grant a licence pursuant to clause 7.2 and that Customer’s use of such licence shall not infringe the intellectual property rights of any third party.
7.4. The Customer hereby grants to UCAS a worldwide, royalty-free, non- exclusive, non-transferable licence to use all Input Materials supplied to UCAS pursuant to this Agreement for the duration of this Agreement to the extent necessary for UCAS to pursue its stated purposes.
7.5. The Customer warrants that it has all necessary rights to grant a licence pursuant to clause 7.4 and that UCAS’ use of such licence shall not infringe any intellectual property rights of any third party.
8. Suspension of Services
8.1. UCAS may Suspend Customer’s and/or a Third Party Vendor’s access to some or all of the Services, if:
8.1.1. UCAS has reasonable grounds to believe that Customer and/or a Third Party Vendor and/or a User has not complied with the terms of this Agreement. UCAS will notify Customer of such Suspension and the reasons for it as soon as reasonably possible (and where reasonably practical, will endeavour to give notice in advance of such Suspension and take account of any remedial action on the part of Customer following receipt of UCAS’ notice)
8.1.2. Customer does not pay a Charge when due and fails to remedy such non-payment within seven days of written notification by UCAS (save where such failure is in respect of a sum which is disputed in good faith). Such Suspension shall remain in force until Customer has paid all amounts owed to UCAS
8.1.3 in UCAS’ reasonable opinion, Customer no longer meets the Access Criteria
8.1.4. the provision of the Services to Customer would or be likely to damage, or the acts or omissions of Customer have damaged, the goodwill or reputation of UCAS
8.1.5. in respect of an individual User, without notice if a complaint has been made against that User in relation to a suspect act or an omission, either of which constitutes a breach of this Agreement. UCAS will endeavour to notify Customer at the earliest opportunity of any such investigation or Suspension. The complaint will be investigated and Services will remain Suspended until UCAS receives the results of that investigation.
8.2. Suspension shall not affect Customer's obligation to pay Charges during any period of Suspension. Except where expressly otherwise agreed, UCAS reserves the right to charge Customer a reasonable administration fee for reconnection and removal of any Suspension.
9. Termination for breach
9.1. Either party may terminate this Agreement (in whole or in part, including termination of any individual Service) if the other party is in material or persistent breach of this Agreement, by giving written notice specifying the breach and (if capable of remedy) requiring it to be remedied. If the breach is not remedied within 21 days of the date of the notice. If the breach is not remedied within that period, then this Agreement will terminate immediately.
9.2. If UCAS has reasonable grounds for believing that a User or Customer is in breach of any of clauses 4, 5, 7, 9 or 10, UCAS may immediately Suspend the Services under clause 8 and if Customer fails to correct such breach (if capable of remedy) within seven days of receiving notice of such breach, UCAS may immediately terminate this Agreement by written notice to Customer.
10. Termination for insolvency
10.1. Either party may terminate this Agreement in whole or in part immediately by notice in writing if the other party:
10.1.1. ceases, threatens to, or suspends trading or carrying on business (other than temporarily in response to an event as described at clause 16)
10.1.2. Suspends payment of its debts or is or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or commits any act of insolvency, or enters into a composition or voluntary arrangements with one or more of its creditors, or has a receiver or administrator appointed over the whole or any part of its business or assets, or has a creditor’s winding up petition advertised against it in the appropriate gazette, or passes a resolution to wind up (other than for the purposes of a solvent amalgamation or reconstruction), or is the subject of any action or procedure commenced in any jurisdiction which is similar to or analogous with any above-mentioned action or procedure.
11. Termination for convenience
11.1. Either party may terminate this Agreement in whole or in part by giving the other party not less than 30 days’ written notice.
12.1. Each party limits its liability to the other in aggregate for all claims (whether brought in contract, tort [including negligence] or other legal theory, breach of statutory duty, misrepresentation, or by way of indemnity or otherwise) arising out of or in connection with this Agreement to 120 per cent of the annual charges paid or payable by Customer during the then current Financial Year.
12.2. Nothing in this Agreement excludes or limits:
12.2.1. either party’s liability for negligent acts or omissions of its employees or agents causing death or personal injury to any person
12.2.2. from recovering charges or other payment due from Customer
12.2.3. any liability to the extent it cannot be excluded or limited under applicable law
12.3. Neither party shall have any liability to the other, whether in contract, under statute or tort (including negligence) or other legal theory for any of the following loss or damage:
- indirect, or consequential loss
- loss of business, revenue or profits
- loss of anticipated savings
- loss of benefit
- loss of opportunity
- loss of a commercially favourable position
- damage to goodwill or reputation
- loss or corruption of data or of software
12.4. UCAS does not accept liability for the accuracy of any information provided by an Applicant or any referee of an Applicant in relation to his or her identity, education and employment record or other detail within the Application or Applicant Data.
13.1. All notices, consents and approvals under this Agreement shall be given in writing and must be served by post or facsimile or email (save that legal process shall not be served by email). All invoices and notices served by post will be sent to the address given by one party to the other (or such other address as may be notified from time to time). Notices by post will be deemed served 48 hours after they are sent, or on earlier proof of delivery; facsimiles are deemed served at the time of receipted transmission; and notices served by email, will be deemed served at the time the email was sent on a business day (if outside business hours, then on the next business day), with delivery receipt. Notices must be sent to both UCAS’ General Counsel and Customer’s UCAS Relationship Manager.
Save as otherwise provided in this Agreement, this Agreement may be varied or amended only by the written agreement of both parties.
The failure to exercise or delay in exercising a right or remedy under this Agreement does not constitute a waiver of that right or remedy or a waiver of any other right or remedy. No single or partial exercise or waiver of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy.
16. Force majeure
The parties will not be liable to one another to the extent that either party is unable to perform an obligation or provide Services because of any factor which is beyond its reasonable ability to control, including but not limited to changes in applicable law, Acts of God, industrial action, default or failure of a third party, war, riot, terrorist act, government action, or by any act or decision made by a court of competent jurisdiction.
17. Exclusion of third party rights
This Agreement is solely for the benefit of Customer and UCAS and their permitted assignees. No third party shall acquire any benefit, claim or rights of any kind pursuant to, under, by or through this Agreement under the Contract (Rights of Third Parties) Act 1999.
The Customer may not assign any of its rights under this Agreement without UCAS’ prior written consent (such consent not to be unreasonably withheld).
19. Whole agreement
19.1. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all proposals and prior agreements, arrangements and understandings between the parties relating to the subject matter of this Agreement. Services are supplied only on the terms and conditions of this Agreement and no provisions in any other document submitted at any time by Customer will be of any effect.
19.2. Both parties acknowledge that they have not entered into this Agreement (or any part of it) in reliance on any warranties, representations, covenants and undertakings, except as expressly stated in this Agreement.
19.3. No term, condition or warranty will be implied into this Agreement by statute or otherwise, whether relating to fitness for purpose or otherwise, except to the extent that such implied provision may not be lawfully excluded by contract.
20. Dispute resolution
If any dispute arises between the parties with respect to any matter under this Agreement either party may request that the matter be referred for consultation between the parties at senior management level. If the dispute is not resolved through the consultation within 21 days, the parties will attempt in good faith to resolve the dispute through a procedure (such as mediation, conciliation or executive tribunal or other dispute resolution technique) recommended by the Centre for Effective Dispute Resolution or any equivalent body. The costs and fees of any such procedure shall be borne equally by UCAS and Customer, unless otherwise determined within that dispute resolution procedure.
21. Law and jurisdiction
Last updated May 2016
Postgraduate marketing services terms of supply
UCAS agrees to provide Customer with the postgraduate marketing services subject to the general terms of service and these additional terms of supply:
1. The postgraduate marketing services
1.1. UCAS provides the postgraduate marketing services (PMS) for Customers meeting the Access Criteria to promote courses of postgraduate study to graduate applicants; the PMS comprise:
1.1.1. Access to UCAS’ data collection application for Customer’s use in providing Course Data.
1.1.2. Access to UCAS’ course management application providing Customer with access to published Course Data.
1.1.3. Access to and the benefit of UCAS’ search tool application providing graduates and others with access to Customer Course Data.
2. Course Data
2.1. Customer shall provide the Input Material required by UCAS to populate UCAS’ course data set and agrees and undertakes to maintain the accuracy of the Course Data at all times throughout the term of this Agreement.
2.2. Customer shall comply with the requirements of UCAS’ published data standards (256.65 KB) and with applicable laws in providing the Input Materials.
2.3. UCAS shall be entitled to capture any Input Material from Customer’s own website or marketing materials, which UCAS may require to complete the Course Data published by the Customer for the purpose of ensuring that its search application presents users of that application with comprehensive information in relation to promoted courses, and to satisfy the requirements of UCAS’ commercial customers.
3. Licence to use Input Material
3.1. Customer hereby grants UCAS Group a perpetual, irrevocable, royalty-free, non-exclusive licence throughout the world for UCAS Group to:
3.1.1. use, reuse, sublicense, distribute and otherwise exploit the Input Material in all media and languages
3.1.2. modify, translate, localise, edit and combine the Input Material with any other material in any form, language and media as UCAS Group selects in its sole discretion
3.2. UCAS Group shall be entitled to freely exploit the Input Material throughout the world by any means whatsoever and no payment shall be owing to Customer in connection with any use or exploitation of the Input Material.
3.3. UCAS Group is under no obligation to exploit the Input Material and any use of the Input Material is in UCAS Group’s absolute discretion.
4. Warranties, representations, undertakings and indemnities
4.1. Save as otherwise set forth in these Terms, Customer:
4.1.1. warrants and undertakes that it shall maintain the accuracy of the Course Data on its own website at all times during the term of this Agreement
4.1.2. warrants that it shall employ reasonable endeavours to ensure that the Input Materials published in UCAS’ course management application reflect the undertaking set forth at clause 4.1.1. but that in any event it shall ensure that the Course Data published by UCAS is an accurate reflection of the information presented by Customer on its own website, no less frequently than every one hundred and twenty (120) days throughout the term
4.1.3. warrants and represents that the Input Material:
22.214.171.124. is either originally created by Customer or Customer will obtain all necessary rights to the content
126.96.36.199. will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party
188.8.131.52. does not contain any information, instruction or formula that might be injurious to anyone’s physical wellbeing and does not defame, infringe or violate any rights (including but not limited to privacy rights and publicity rights) of any person, product, service, company or other third party